Axiom Online Terms and Conditions

These terms (“Terms”) apply to the sales training, materials, tools and information (“Services”), including subscription-based software-as-a-service in a secure, hosted environment (“SaaS Services”), provided by AXIOM Sales Force Development, LLC (“AXIOM”) and the entity purchasing such Services (“Client”). The term “SaaS Services” will include all software made available to Client in connection with such Services. Client may purchase Services as documented by a quote, order or statement of work provided by AXIOM and accepted by Client (each, an “Order”) as evidenced by countersignature or issuance of a purchase order. Services will be governed by these Terms, the Order, and any applicable Service terms atwww.axiomsfd.com/termsNo terms in Client’s purchase order or other forms will apply.

Fees. Fees will be stated in each Order. All fees are payable without setoff or deduction within 30 days after date of invoice. SaaS Services are typically charged on a per-participant subscription basis and will be invoiced annually in advance. All other Services will be invoiced on delivery. In addition, Client will reimburse AXIOM for reasonable expenses for engagements requiring travel, including printing, shipping and other fees for materials and physical facilities if applicable. AXIOM will normally limit airfare to coach and will charge Client its actual expenses incurred for hotel, ground transportation and parking. Meals will be invoiced at a daily per diem rate based on geographic location. Late payments will accrue interest at the lesser of 1.5% per month or the highest legal rate, and may result in suspension of service until Client is in good standing.

Term. Each Order will state the duration of Services, and these Terms will continue until the expiration or termination of the latest-ending Order, unless otherwise terminated under Section 6 below.

Taxes. All prices and fees for the Services are exclusive of any federal, state or local taxes, including but not limited to value added tax, duties, withholding, tariffs, sales, use or excise taxes, excepting taxes on AXIOM’s income, capital, property or employees. Taxes will be invoiced in addition to the fees under an Order, unless Client provides a valid exemption certificate. Payment of all such taxes will be Client’s sole responsibility, and Client will indemnify and hold AXIOM harmless from any related liability.

Client Information. AXIOM acknowledges that Client is the exclusive owner of all right, title and interest in and to the Client Information. AXIOM may use Client Information only to perform its obligations under these Terms and in no other manner, and must treat all Client Information as Confidential Information under these Terms. AXIOM will comply with all applicable privacy and data protection laws with respect to the Client Information, including the GDPR to the extent applicable. Client warrants that it owns or is authorized to use and disclose any information provided to AXIOM. AXIOM may monitor and analyze its own systems and network traffic, which will not constitute Client Information.

Salesforce.com; Security. The AXIOM SaaS Services run on salesforce.com. AXIOM will have access to Client Information only through the salesforce.com platform, and the Salesforce.com security terms (currently athttps://trust.salesforce.com/en/security/) will apply to all such Client Information residing on salesforce.com. Client will comply with all salesforce.com terms of use.

License Grant; AXIOM Information. AXIOM owns all intellectual property rights, including copyright, patent, trade secret and trademark rights, in the SaaS Services, its software and platforms, all documentation, printed materials, on-line and printed training materials, financial models, document templates, illustrations and schematics, report formats, any design, data, specification, know-how, technique, algorithm, discovery or invention, and any development, modification or improvement to or derivative work of any of the foregoing (collectively, “AXIOM IP”). AXIOM grants Client a worldwide, non-exclusive, non-transferable license to access and use the SaaS Services pursuant to the Order for its internal business purposes only. This license is subject to Client’s timely payment of amounts due and compliance with these Terms and the Order. AXIOM reserves all rights not granted hereunder.

Termination. If either party materially breaches these Terms or any Order (including any payment obligations) and fails to cure such breach within ten business days after notice of such breach, the other party may terminate these Terms or the Order for cause on written notice. Either party may terminate these Terms and/or any Order immediately with written notice if the other party files for bankruptcy or undergoes any other dissolution or other insolvency event. Except as stated above, Client may cancel any Service only as stated in an Order. All rights to use the AXIOM IP will cease immediately upon any termination or cancellation, and Client will immediately return or certify the destruction of any AXIOM IP in Client’s possession, including any electronic or printed training materials or forms as well as any such AXIOM IP that may have been incorporated into Client’s own materials.

Disclaimer of Warranty. AXIOM will perform the Services in a competent, professional and workmanlike manner consistent with applicable industry standards, and by well-trained and capable individuals. AXIOM disclaims all implied warranties, including those of fitness for particular purpose, merchantability, or noninfringement. AXIOM does not warrant that the Services will be error-free, always available, or free from unauthorized intrusion. AXIOM makes no warranties and disclaims all liability regarding services or networks that it does not control, including those provided by salesforce.com or any other third party.

Limitation of Liability. Neither party, its affiliates or agents will be liable to the other for consequential, indirect, incidental, special or punitive damages, including lost profits, lost data, or cost of cover. Except for payment obligations, the total liability of either party will be limited to the total amounts due or paid in the six months before the event giving rise to the claim. These limitations will apply whether a claim is for product liability, breach of contract, negligence or other tort, or violation of law or regulation. The parties agree that these limitations of liability are reasonable and reflect the allocated risks and pricing of the Services.

Terms of Use. SaaS Services are licensed only to Client and its authorized participants. Client is responsible for all use by such participants. Specifically, Client will not do any of the following:

reverse engineer, decompile, disassemble, modify or create derivative works of the SaaS Services;

rent, lease, lend or resell the SaaS Services;

host the SaaS Services for the benefit of any third party;

use or allow the SaaS Services to be used in any way that could impair the SaaS Services or anyone else’s use of them;

share passwords, bypass security protocols, or otherwise use or allow the SaaS Services to be used to try to gain unauthorized access to any service, data, account, or network;

use or allow the SaaS Services to be used for any unlawful purpose or in any manner that violates applicable laws, rules, regulations or AXIOM policies;

use or allow the SaaS Services to be used other than as permitted in these Terms and any Order; or

use or allow the SaaS Services to be used to (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; or (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.AXIOM may temporarily suspend the SaaS Services if it reasonably suspects any of the foregoing, in the event of an emergency, or if it reasonably believes there is a threat or risk to the security or integrity of the SaaS Services, provided that it notifies Client immediately of such suspension. Client agrees that any suspension of the SaaS Services by AXIOM as permitted under these Terms will not constitute a breach of these Terms or give rise to any remedies by Client.

Aggregated Data Use. AXIOM owns the aggregated, anonymized, and statistical data derived from its Services, and may use this data for business and/or operating purposes, provided that AXIOM does not disclose to a third party any of such data which reveals the identity of Client, Client’s users or customers or any confidential information of Client.

Miscellaneous. These Terms and each Order will be governed by the laws of Texas without regard to conflicts of law principles, and the parties agree to the exclusive jurisdiction of any federal or state court located in Dallas County, Texas for any dispute. The prevailing party in any dispute will be entitled to payment of its reasonable attorneys’ fees and expenses. Each party will comply with all laws, regulations, ordinances and governmental policies applicable to such party. These Terms and any Order may not be assigned by either party without the other party’s prior written consent, except in connection with an acquisition, merger or sale. A party’s failure to perform its obligations under these Terms will be excused to the extent caused in whole or part by events outside of its control, including, without limitation, terrorist attack, war, epidemic, strike or riots, fire or explosion, acts of God or government, flood or other extreme weather, viruses or technology attacks, failure or unavailability of the Internet, telecommunications or utilities. All notices will be in writing and delivered to AXIOM at 1920 McKinney Avenue, Dallas, TX 75201 or to Client at its billing address, in each case attn: Legal Department. Either party’s failure to enforce any obligation under these Terms or an Order will not be deemed a waiver of its rights. All obligations which by their nature continue beyond the term of these Terms, including Sections 5, 7, 10, and 13 will survive the expiration or termination of these Terms. AXIOM is an independent contractor; nothing in these Terms or the Services will be deemed to create a joint venture, partnership or other relationship between the parties. These Terms and any Order constitute the entire understanding of the parties with regard to its subject matter, and supersede all previous responses to requests for proposals, sales materials, or other agreements between the parties, whether oral or written. If these Terms conflict with any schedule or Order, the terms of the schedule or Order will govern.